Shifting Purchasers and Assignment of Agreement

The FDRPC staff worked for at least two years negotiating what was referred to as the “Blue Water Agreement”.  When this agreement was executed at the end of 2019, the “Purchaser” was identified as Rig Acquisitions LLC and Blue Water wasn’t mentioned in the Agreement.

Since this Agreement was signed, there have been three amendments plus the “Indemnification Agreement”  As these agreements have proliferated, so have the signatories related to the purchase.

For the original agreement and the first Amendment the Purchaser was RIG Acquisitions LLC. With the “Indemnification Agreement” (see below) three “PARTIES” have been added including Todd E. Burbage (“Principal”), Sun Assignment, LLC, and Stewart Title Guaranty Company.

About four months later comes the Second Amendment which adds two additional LLCs to the equation—one in Michigan and one in Delaware.

In this Amendment Rig Acquisitions is identified as the “Original Purchaser”.  One of the new LLCs is identified as “Tenant” while the other is labelled “Assignee/Landlord”.  Below is the most important provision of this “Second Amendment”.

Here we learn that Rig Acquisitions has agreed to assign “all of Original Purchaser’s right, title and interest in and to the Agreement” so that Sun Fort DuPont RV LLC shall become the “Purchaser”.  We also learn that this LLC “is owned or controlled by, or otherwise affiliated with, Sun Communities, Inc.” which is not a Party to the Agreement. Below is the third, and presumably final Amendment, listing the same three LLC’s.

Need for a Strong Campground Partner

DNREC and FDRPC need a strong partner to develop and operate this RV Campground which faces unusual challenges. The first, and possibly greatest challenge, will be marketing the first private RV Campgrounds in New Castle County.

In addition, the acquiring company will not have a clean title to the land and the “Indemnification Agreement” states that “the AFFIRMATIVE COVERAGE does not insure against any delays in construction or lost profits associated with delays in developing the PROJECT that may by caused by a POTENTIAL DLPA CLAIM”.

The Grassdale site also presents unique environmental challenges with fragile wetlands, vulnerability to flooding, and past contamination. In addition, both the public private nature of this initiative and community opposition to the Campground increase the complexity of this venture.

Who is the Purchaser?

Along with the proliferation of LLCs, there are only two companies associated with this Agreement who have experience operating RV Campgrounds—Blue Water and Sun Communities Inc. Neither of these companies is a direct Party to the Agreement, but they are presumably connected through the LLCs.

On the Blue Water website, 17 sites are listed as part of the company’s “Portfolio” of RV Campgrounds and one of them is “Fort DuPont Campground Resort”.  Bizarrely, the map on the Fort Dupont page is for Chincoteague, VA. The copy states:

Fort DuPont Campground Resort in Delaware City, Delaware, is now under development. To feature more than 400 luxury sites, the RV resort promises to be home to upscale amenities and exceptional camping experiences.

Five of the 17 Blue Water sites are labelled KOA for “Kampgrounds of America”. KOA was mentioned in FDRPC Board Minutes and gets mixed reviews online. Three other Blue Water sites are labelled “SUN”. This portfolio listing doesn’t clarify ownership or operating responsibility between Blue Water and these partners.

Todd E. Burbage is a “Principal” with both Blue Water and Rig Acquisitions LLC and appears to have a business relationship with SUN. He is listed as an individual on the “Indemnification Agreement” and could be considered a common denominator in this arrangement. Todd Burbage has both an affinity for LLCs and a criminal record.